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Pelthos (PTHS) CFO awarded 33,472 RSUs with multi‑year vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Francis Knuettel II reported acquisition or exercise transactions in this Form 4 filing.

Pelthos Therapeutics Inc. reported that its CFO, Treasurer and Secretary, Francis Knuettel II, received a grant of 33,472 restricted stock units (RSUs), each representing one share of common stock under the company’s 2023 Equity Incentive Plan. The RSUs were granted as compensation for his service as an officer and may be settled solely in shares of common stock, subject to vesting.

The RSUs vest with one-third of the shares on July 2, 2026, with the remaining shares vesting in equal quarterly installments over the following two years, contingent on continued service. The filing also shows indirect holdings of common stock by Camden Capital LLC (10,000 shares) and the Lara Knuettel Revocable Trust (12,816 shares); Knuettel may be deemed to beneficially own these shares but disclaims beneficial ownership except for his pecuniary interest. Share amounts reflect a 1-for-10 reverse stock split effective July 1, 2025.

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Insider Francis Knuettel II
Role CFO, Treas & Secty
Type Security Shares Price Value
Grant/Award Common Stock 33,472 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 33,472 shares (Direct); Common Stock — 10,000 shares (Indirect, By Camden Capital LLC)
Footnotes (1)
  1. Represents shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("RSUs") granted to the reporting person pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time (the "2023 Plan"), each of which represents the right to receive one (1) share of Common Stock, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The original grant of RSUs was reported in Table II of the Form 4 filed by the reporting person (the "Original Form 4"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4 in order to report the grant of such RSUs in Table I. The RSUs were received as compensation for the reporting person's service as an officer of the Issuer pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third of such shares vests on July 2, 2026, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two years, so long as the reporting person remains in the service of the Issuer on each such anniversary. Francis Knuettel II is the manager of Camden Capital LLC ("Camden") and the co-trustee of the Lara Knuettel Revocable Trust (the "Trust"). By virtue of these relationships, Mr. Knuettel may be deemed to beneficially own the shares of Common Stock held of record by each of Camden and the Trust. Mr. Knuettel disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. Amounts have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025.
RSU grant size 33,472 RSUs Granted to CFO under 2023 Equity Incentive Plan
Initial vesting date July 2, 2026 First one-third of RSUs vest
Camden Capital LLC holdings 10,000 shares Indirect common stock holdings attributed to Camden Capital LLC
Lara Knuettel Trust holdings 12,816 shares Indirect common stock holdings via Lara Knuettel Revocable Trust
Post-grant direct holdings 33,472 shares Total common stock directly held following RSU settlement entry
Reverse stock split ratio 1-for-10 Effective July 1, 2025; all amounts adjusted accordingly
restricted stock units financial
"Represents shares of common stock ... issuable upon settlement of restricted stock units of the Issuer ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2023 Equity Incentive Plan financial
"RSUs ... granted to the reporting person pursuant to the Issuer's 2023 Equity Incentive Plan"
beneficially own financial
"Mr. Knuettel may be deemed to beneficially own the shares of Common Stock held of record"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"Mr. Knuettel disclaims any such beneficial ownership except to the extent of his pecuniary interest therein"
reverse stock split financial
"Amounts have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Francis Knuettel II

(Last)(First)(Middle)
C/O PELTHOS THERAPEUTICS INC.
4020 STIRRUP CREEK DRIVE, SUITE 110

(Street)
DURHAM NORTH CAROLINA 27703

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Pelthos Therapeutics Inc. [ PTHS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO, Treas & Secty
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
07/07/2025
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock(1)07/02/2025A33,472(2)A$0(2)33,472D
Common Stock10,000IBy Camden Capital LLC(3)
Common Stock12,816(4)IBy Lara Knuettel Revocable Trust(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("RSUs") granted to the reporting person pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time (the "2023 Plan"), each of which represents the right to receive one (1) share of Common Stock, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The original grant of RSUs was reported in Table II of the Form 4 filed by the reporting person (the "Original Form 4"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4 in order to report the grant of such RSUs in Table I.
2. The RSUs were received as compensation for the reporting person's service as an officer of the Issuer pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third of such shares vests on July 2, 2026, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two years, so long as the reporting person remains in the service of the Issuer on each such anniversary.
3. Francis Knuettel II is the manager of Camden Capital LLC ("Camden") and the co-trustee of the Lara Knuettel Revocable Trust (the "Trust"). By virtue of these relationships, Mr. Knuettel may be deemed to beneficially own the shares of Common Stock held of record by each of Camden and the Trust. Mr. Knuettel disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
4. Amounts have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Francis Knuettel II04/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Pelthos Therapeutics (PTHS) report for Francis Knuettel II?

Pelthos Therapeutics reported a grant of 33,472 restricted stock units to CFO Francis Knuettel II. Each RSU represents one share of common stock, awarded as compensation under the 2023 Equity Incentive Plan and subject to multi-year vesting conditions tied to continued service.

How many RSUs did Pelthos Therapeutics (PTHS) grant to its CFO and what do they represent?

Pelthos granted 33,472 RSUs to its CFO, each equal to one share of common stock. The RSUs are payable solely in stock, issued under the 2023 Equity Incentive Plan, and give future share delivery rights rather than immediate cash or unrestricted stock.

What is the vesting schedule for the Pelthos (PTHS) RSUs granted to Francis Knuettel II?

The RSUs vest with the first one-third of shares on July 2, 2026. The remaining two-thirds vest in equal quarterly installments over the following two years, provided Knuettel continues serving the company on each scheduled vesting date.

How are Camden Capital LLC and the Lara Knuettel Revocable Trust involved in Pelthos (PTHS) holdings?

Camden Capital LLC holds 10,000 Pelthos shares and the Lara Knuettel Revocable Trust holds 12,816 shares. As manager and co‑trustee, Knuettel may be deemed a beneficial owner but formally disclaims beneficial ownership beyond his pecuniary interest in these entities.

Why did Pelthos Therapeutics (PTHS) file an amended Form 4 for this RSU grant?

The amendment moves the original RSU grant disclosure from Table II to Table I, aligning it with how the shares will be issued. It also reflects share amounts after Pelthos’s 1‑for‑10 reverse stock split effective July 1, 2025.

How did Pelthos (PTHS) reverse stock split affect the reported insider share amounts?

The issuer effected a 1‑for‑10 reverse stock split on July 1, 2025. All share amounts reported for the RSU grant and indirect holdings have been adjusted to reflect this split, ensuring the disclosed numbers match the post‑split capital structure.